Resolution 1436A RESOLUTION GRANTING THE CONSENT OF THE CITY OF
EDMONDS, WASHINGTON TO THE TRANSFER OF CONTROL OF THE
CABLE FRANCHISE AGREEMENT AND CABLE SYSTEM FROM
FRONTIER COMMUNICATIONS CORPORATION TO NORTHWEST
FIBER, LLC
WHEREAS, on August 5, 2008, the City and Verizon Northwest, Inc, entered
into a cable franchise agreement authorizing Verizon Northwest Inc. to construct, operate,
maintain, and repair a cable system to provide cable services within the City (the "Franohise'�;
WHEREAS, on November 18, 2009, the City consented to the transfer of control
of Verizon Northwest, Inc. ("Franchisee") to Frontier Communications Corporation, resulting in
control and ultimate ownership of the Franchisee being transferred to Frontier Communications
Corporation, and whereupon the name of Franchisee was changed to Frontier Communications
Northwest Inc.,
WHEREAS, on May 28, 2019, the Frontier Communications Corporation and its
wholly -owned subsidiary, Frontier Communications ILEC Holdings, LLC, entered into a
Purchase Agreement with Northwest Fiber, LLB d/b/a Northwest Fiber of Washington, LLC (the
"Transferee") that will result in control and ultimate ownership of the Franchisee being
transferred to Transferee (the "Proposed Transaction");
WHEREAS, Edmonds Municipal Code and Section I I of the Franchise require
the City's consent to the Proposed Transaction, and, on July 19, 2019, the Transferee requested
such approval in a Transfer Application;
WHEREAS, in reliance on representations rnade by and on behalf of the
Transferee, the City is willing to grants its consent to the Proposed Transaction, so long as those
representations are complete and accurate; and
WHEREAS, the City's approval of the Transfer Application is therefore
appropriate if the Transferee will ensure that Franchisee will continue to be responsible and
liable for all no and unknown acts and omissions under the Franchise and applicable law for
WE=
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON DO
RESOLVE AS FOLLOWS:
Section 1. The City' s consent to and approval of the Proposed Transaction is
hereby granted in accordance with Edmonds Municipal Code and the Franchise, subject to the
following conditions:
'notice of closing within thirty (30) days of the date of closing, notifying
the City of the closing;
b. Transferee shall accept and acknowledge this Resolution and provide
'written notice certifying such acceptance and acknowledgement to the
City within thirty (30) days of adoption of this Resolution;
c. Transferee shall execute and deliver a Guaranty of Performance in the
form of Exhibit A, attached hereto and incorporated herewith, within
thirty (30) days of the adoption of this Resolution, guarantying the full
performance of the Franchisee;
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d. Transferee agrees that subscriber rates and charges in the City area will
not increase as a result of the costs of the Proposed Transaction;
e. Transferee shall comply with any and all conditions or requirements
applicable to Transferee and set forth in all approvals granted by federal
agencies with respect to the Proposed Transaction and Transfer
Application, including, but not limited to, any conditions set forth in a
programming agreement;
f After closing of the Proposed Transaction is consummated, the
Franchisee, under control of the Transferee, shall continue to bear all
responsibility and liability for all past acts and omissions, known and
unknown, under the Franchise and applicable law for all purposes in the
same manner as before the Proposed Transaction; and
& The City waives none of its rights with respect to the Franchisee's
compliance with the terms, conditions, requirements, and obligations set
forth in the Franchise and in applicable law. The City's consent to the
Proposed Transaction shall in no way be deemed a representation by the
City that the Franchisee is in compliance with the Franchise and
applicable law.
Section 2. If any conditions or requirements specified in this Resolution are not
safisfied, the Proposed Transaction closes on terms substantially or materially different from the
to described in the Transfer Application, or the Transferee does not accept each and every
condition of the transfer of control required of it as set forth in this Resolution, then the City's
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consent to the Proposed Transaction and approval of the Transfer Application are hereby denied
and are void as of the date thereof.
Section 3. The Parties recognize the must -carry and retransmissions consent
provisions in the federal Cable Act and corresponding FCC rules that allow a local broadcast
station to refuse mandatory carriage of its channel by a cable operator without first obtaining a
retransmission consent agreemen-L Local broadcaster KIRO has chosen to require retransmission
consent from Franchisee, and/or its affiliates, but has not reached an agreement with Franchisee
and/or its affiliates and therefore Franchisee's cable system can no longer carry KIRO's local
channel. On behalf of the subscribers of Franchisee residing in the City, the City encourages
KKR. O and Franchisee to reach a reasonable retransmission consent agreement to allow
Franchisee's cable system to once again carry KIRO's local channels,
Section 4. Pursuant to Edmonds Municipal Code § 4.68.280, the Transferee shall
reimburse the City all costs associated with reviewing and approving the Transfer Application
and consenting to the Proposed Transaction up to $5,0K The Transferee reserves any rights it
may have under applicable Federal, state or local law to offset such payment against any other
payment made or owed to the City pursuant to the Franchise.
Section 5, If any written representations made to the City by any person who by
law is authorized to bind the Transferee or Frontier Communications Corporation is proven to be
materially incomplete, untrue, or inaccurate in any respect, and the City has relied on such
representation to its material detriment, such representation shall be deemed to be a material
breach of the Franchise and applicable law, entitting the City to any available remedies,
including, but not limited to, revocation or termination of the Franchise.
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Section 6. By consenting to and approving the Proposed Transaction, the City
does not waive or release any rights of the City in and to the streets as provided by state law and
the Edmonds Municipal Code, nor does the City waive or release any claim or issue or non-
compliance with the Franchise it may have 'known or unknown now or in the future against
Franchisee, Frontier Communications Comoration,or any successor in interest thereof.
Section 71 If any section, sentence, clause, or phrase of this Resolution shall be
held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section, sentence,
clause, or phrase of this Resolution.
PASSED by the Council of the City of Edmonds this 10 day of November, 2019.
APPROVED by the Mayor of the City of Edmonds this 19* day of November,
ME
CiT F EDMONDS
y - I t
ATTESTIAUTHENTICATED MA OR, JDAVE. EARLING
CLERK, "SCO ASSEY
APPROVED AS TO FORM:
OFFICE OF T14E CITY ATTORNEY
J FF TARADAY
I
Northwest Fiber, LLC d/b/a Northwest Fiber of Washington, LLC hereby accepts this
Resolution No.M.-_____ ►
("Resolution") and agrees to be bound by the terms and
conditions of this Resolution and the lawful terms and conditions of the Franchise referenced
within the Resolution.
1 '1- ?T
Dated this y of No ,y2nl5erg 2019
NORTHWEST FIBER, LPL C
D/B/A NORT14WEST FIBER OF WASHINGTON, LLC
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By:
Its:
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Exhibit A
GIUARANTEEAGREEMENT
THIS AGREEMENT is made this day of 2019, between the City of
Edmonds, the Guarantor, and the f;anchisec. For the purpose of this Agreement, the terms
"City"', "Guarantoe'aM "Franchisee" have the meanings given in this Agreement below.
WITNESSETH
WHEREAS, the City of Edmonds, Washington, (the "City") have negotiated a cable franchise
agreement (the "Franchise") currently held by Frontier Communications Northwest Inc. (the
"Franchisee"), to operate and maintain a cable television system (the "Cable System"); and
WHEREAS, Northwest Fiber, LLC (the "Guarantor") has proposed to become an ultimate
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the proposed transfer by the City as required by federal law (FCC Form 394); and
WHEREAS, in response to request by the City following its review of the Transaction, the
of control of the Franchisee from Frontier Conununications Corporation to Northwest Fiber,
LLC;
NOW, THEREFORE, in consideration of the foregoing, the Guarantor agrees:
1. The Guarantor hereby unconditionally guarantees the timely and fall performance of any and
all obligations of Franchisee contained in the Franchise. In the event Franchisee for any reason
fails to perform those obligations, the Guarantor agrees to perform or cause to be performed
those obligations on Franchisee's behalf promptly upon written demand by the City.
1 This guarantee is an absolute, continuing, and unlimited performance guarantee of the
Franchise by the Franchisee, The City shall not be obliged to proceed first against the Franchisee
or any other person, firm or corporation,
3. The Guarantor waives notice of acceptance of this guarantee and further waives protest,
presentment, demand for aerfonnance or notice of default to the Guarantor, T-"-A*z4-mnAm*4j
to advise the Guarantor of any information known to them regarding Franchisee's performance
of its Franchise obligations. This waiver, however, shall not be deemed a waiver of any
reqtnrement of the Franchise as to notice to the Franchisee.
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Ul force and effect for the duration of the term of the Franchise. This Agreement and the
guarantee made hereunder are contingent upon, subject to, and not effective until the closing of
the transaction by which ultimate control of the Franc;hisee is transferred to the Guarantor. if
control of the Franchisee is subsequently transferred away from the Guarantor with the approval
of the City, the guarantee shall terminate at that time.
6. The Guarantor may propose substitution of another Guarantor to perform the obligations o
this Agreement, If the City finds the proposed substitute Guarantor reasonably satisfactory,
another Guarantee Agreement may be substituted upon mutual agreement of the City and the
Guarantor. Such substitution shall not affect liability incurred or accrued under this agreemen
rior to the effective date of b
7. Any notices given pursuant to this agreement shall be in writing and delivered personally to
the following addresses or deposited in the United States mail, postage prepaid, certified mail,
return receipt requested, addressed to the Guarantor and the Franchiseest:
and to the City at:
Byron E, Springer, Jr.
General Counsel
Northwest Fiber LLC
135 Lake, Street S, Suite 1000
Kirkland, WA 98033
City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
Arm.- City Clerk
lv�z%w;ao tlf� 11�" "Uuz�"Qa All UJU 11r,"Ifil
provided in this paragraph.
below: urposes of this Agreement, the following terms are defined as indicated
(A) Franchisee: Frontier Communications Northwest Inc., or its lawful successors;
A Guarantor. Northwest Fiber, LLC;
(C) Franchise- Cable Franchise Agreement granted by the City to Franchisee, including all
documentation of any conditions of grant, renewal, extension, settlement or transfer.
[Signatures on following page]
IN WITNESS WHEREV I MtheFranchis ee, the City, and Guarantor have entered into this
Agreement on the d I I i-"' 2019.
Guarantor, Northwest Fiber, LIX
By:
Title.4�
ROGER S EISMA
State of k'V 14 Notary Public
State of Washington
County of Commission # 207528
My Comm. Expires Jun 14, 2023
This Agreement was acknowledged before me on the day of _1/1, 2019, by
as a duly authorized officer of Northwest Fiber, LLC.
Notary Public for: --- ItW 'IAA"-'
My Commission E-xpire�--
Franchisee: Frontier Communications Northwest Inc. or its successors
By:
Title: A S,5?3 r- trr-rC- - e'HGrLAr(— C,4D\1
State of syl tm
County�-61�1\ �11171V,
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This Agreement was acknowledged before me on the day ofN Of, 21 20
as a duly authorized officer of Frontier Northwest Inc. or its
r---1rbV'n:Gn jy--
City of Edmonds, Washington
By:
Title;
State of
County of
This Agreement was acknowledged before me on the day of _, 2019, by
as a duly authorized representative of
Notary Public for:
,may Commission Expires:
1i
NOTARY
PUBLIC
09-03-2020 LOB